SALE AND PURCHASE AGREEMENT
THIS
AGREEMENT
is made
on December 1, 2006
BETWEEN:
| (1) |
NEW
PASSION INVESTMENTS LIMITED,
a
company incorporated under the laws of British Virgin Islands of
TrustNet
Xxxxxxxx, P.O. Box 3444, Road Town, Tortola, British Virgin Islands
(the
“Seller”);
and
|
| (2) |
INFOSCIENCE
MEDIA LIMITED,
a
company incorporated under the laws of Hong Kong of 5/F,
QPL Industrial Building, 000-000 Xxxxxx Xxxx, Xxxxx Xxx, Xxxx
Xxxx (the
“Buyer”).
|
WHEREAS:
|
(A)
|
InfoScience
Holdings Limited (the "Company")
is a limited liability company incorporated under the laws of Hong
Kong
(company number: 884147) and at the date hereof, the Seller is the
legal
and beneficial owner of 100 shares of HK$1 each in the Company,
representing the entire issued share capital of the Company (the
“Sale
Shares”).
|
|
(B)
|
The
Seller has agreed to sell, and the Buyer has agreed to buy, the Sale
Shares subject to the terms and conditions contained
herein.
|
IT
IS HEREBY AGREED
as
follows:
| 1. |
SALE
AND PURCHASE
|
|
1.1
|
The
Seller hereby sells to the Buyer and the Buyer hereby purchases from
the
Seller the Sale Shares at the transfer price of HK$1.00 in
cash.
|
|
1.2
|
Completion
of the sale and purchase of the Sale Shares under Clause 1.1 above
shall
take place immediately upon execution of this Agreement and at which
all
(but not part) of the following business shall be simultaneously
transacted:
|
|
(a)
|
the
Seller shall deliver to the Buyer originals of the bought and sold
notes
and instrument(s) of transfer in respect of the Sale Shares duly
executed
by the Seller; (ii) share certificate(s) in respect of the Sale Shares;
and
|
|
(b)
|
the
Buyer pay to the Seller HK$1.00 in
cash.
|
| 2. |
WARRANTIES
|
| 2.1 |
The
Seller undertakes and
warrants with the Buyer that
the Sale Shares shall be sold to the Buyer free
from all claims, charges, liens, encumbrances, equities and third
party
rights and together with all rights attached thereto and all dividends
and
distributions declared, paid or made in respect thereof immediately
on and
after the date hereof.
|
|
2.2
|
The
Seller hereby agrees with the Buyer that upon demand, it shall, in
relation to any liabilities (both actual and contingent) arising
from or
in connection with the Sale Shares, fully and effectually indemnify
and at
all times keep fully and effectually indemnified the Buyer from and
against all liabilities suffered by the Buyer or any claims or demands
made by any third party against the Buyer, including without limitation
any and all costs (including all legal costs), expenses or other
liabilities which the Buyer may incur or suffer in connection
therewith.
|
|
3.
|
MISCELLANEOUS
|
|
3.1
|
Upon
and after completion under Clause 1.2, the Seller shall do and execute
or
procure to be done and executed all other necessary acts, deeds,
documents
and things within their power to give effect to this Agreement and
to
ensure that the Sale Shares are registered in the Company’s register of
members in the name of the Buyer (or its
nominee).
|
|
3.2
|
All
stamp duty payable in respect of the carrying into effect of this
Agreement shall be borne by the Seller and the Buyer
equally.
|
|
3.3
|
The
invalidity, illegality or unenforceability of any provision of this
Agreement shall not affect the continuation in force of the remainder
of
this Agreement.
|
|
3.4
|
This
Agreement constitutes the entire agreement in relation to the subject
matter contained herein. No variation of this Agreement or of any
of the
documents in the agreed form shall be valid unless it is in writing
and
signed by or on behalf of each of the parties
hereto.
|
|
3.5
|
IN
WITNESS
whereof
the parties hereto have executed this Agreement the day and year first above
written.
|
SIGNED
by
|
)
|
|
for
and on behalf of
|
)
|
|
NEW
PASSION INVESTMENTS LIMITED
|
)
|
|
in
the presence of:
|
)
|
|
SIGNED
by
|
)
|
|
for
and on behalf of
|
)
|
|
INFOSCIENCE
MEDIA LIMITED
|
)
|
|
in
the presence of:
|
)
|
2
